This is a working document prepared for the facility of the reader. Only texts published in the Official Journal of the European Communities are authentic.
ANNEX IV: FORM RM RELATING TO THE INFORMATION CONCERNING COMMITMENTS SUBMITTED PURSUANT TO ARTICLE 6(2) AND ARTICLE 8(2) OF REGULATION (EC) No 139/2004
Commission Regulation (EC) No 1033/2008 (published in OJ L 279, 22.10.2008, p.3-12)
FORM RM RELATING TO REMEDIES
INTRODUCTION This form specifies the information and documents to be submitted by the undertakings concerned at the same time as offering commitments pursuant to Article 6(2) or Article 8(2) of Regulation (EC) No 139/2004. The information requested is necessary to allow the Commission to examine whether the commitments are capable of rendering the concentration compatible with the common market in that they will prevent a significant impediment to effective competition. The Commission may dispense with the obligation to provide any particular information in respect of the commitments offered, including documents, or with any other requirement laid down in this form where it considers that compliance with those obligations or requirements is not necessary for the examination of the commitments offered. The level of information required will vary according to the type and structure of the remedy proposed. For example, carve-out remedies will typically require more detailed information than divestitures of stand-alone businesses. The Commission is available to discuss the scope of the information required with the parties upfront. If you consider that any particular information requested by this Form may not be necessary for the Commission's assessment, you may approach the Commission asking to dispense with certain requirements, giving adequate reasons why that information is not relevant.
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This is a working document prepared for the facility of the reader. Only texts published in the Official Journal of the European Communities are authentic.
SECTION 1 Description of the commitment 1.1 Provide detailed information on (i) (ii) 1.2 the object of the commitments offered, and the conditions for their implementation.
Where the commitments offered consist in the divestiture of a business, Section 5 provides for the specific information required.
SECTION 2 Suitability to remove competition concerns 2. Provide information showing the suitability of the commitments offered to remove the significant impediment of effective competition identified by the Commission.
SECTION 3 Deviation from Model Texts 3. Identify any deviations of the commitments offered from the pertinent Model Commitments texts published by the Commission's services, as revised from time-to-time, and explain the reasons for the deviations.
SECTION 4 Summary of the commitments 4. Provide a non-confidential summary of the nature and scope of the commitments offered and why, in your view, they are suitable to remove any significant impediment to effective competition. The Commission may use this summary for the market test of the commitments offered with third parties.
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This is a working document prepared for the facility of the reader. Only texts published in the Official Journal of the European Communities are authentic.
SECTION 5 Information on a business to be divested 5. Where the commitments offered consist in the divestiture of a business, provide the following information and documents. General information on the business to be divested The following information should be provided as to the current operation of the business to be divested and changes already planned for the future: 5.1 Describe the business to be divested generally, including the entities belonging to it, their registered place of business and place of management, other locations for production or provisions of services, the general organisational structure and any other relevant information relating to the administrative structure of the business to be divested. 5.2 State whether there are and describe any legal obstacles for the transfer of the business to be divested or the assets, including third party rights and administrative approvals required. 5.3 List and describe the products manufactured or services provided, in particular their technical and other characteristics, the brands involved, the turnover generated with each of these products or services, and any innovations or new products or services planned. 5.4 Describe the level on which the essential functions of the business to be divested are operated if they are not operated on the level of the business to be divested itself, including such functions as research and development, production, marketing and sales, logistics, relations with customers, relations with suppliers, IT systems, etc. The description should contain the role performed by those other levels, the relations with the business to be divested and the resources (personnel, assets, financial resources, etc.) involved in the function. 5.5 Describe in detail the links between the business to be divested and other undertakings controlled by the notifying parties (irrespective of the direction of the link), such as: - supply, production, distribution, service or other contracts; - shared tangible or intangible assets; - shared or seconded personnel; - shared IT systems or other systems; and - shared customers. 5.6 Describe in general terms all relevant tangible and intangible assets used and/or owned by the business to be divested, including, in any case, IP rights and brands. 3
This is a working document prepared for the facility of the reader. Only texts published in the Official Journal of the European Communities are authentic.
5.7 Submit an organisational chart identifying the number of personnel currently working in each of the functions of the business to be divested and a list of those employees who are indispensable for the operation of the business to be divested, describing their functions. 5.8 Describe the customers of the business to be divested, including a list of customers, a description of the corresponding records available, and provide the total turnover generated by the business to be divested with each of these customers (in EUR and as percentage of the total turnover of business to be divested). 5.9 Provide financial data for the business to be divested, including the turnover and the EBITDA achieved in the last two years, and the forecast for the next two years. 5.10 Identify and describe any changes that have occurred in the last two years, in the organisation of the business to be divested or in the links with other undertakings controlled by the notifying parties. 5.11 Identify and describe any changes, planned for the next two years, in the organisation of the business to be divested or in the links with other undertakings controlled by the notifying parties. General information on the business to be divested as described in the commitments 5.12 Describe any areas where the business to be divested as set out in the commitments offered differs from the nature and scope of the business as currently operated. Acquisition by a suitable purchaser 5.13 Explain the reasons why, in your view, the business will be acquired by a suitable purchaser in the time-frame proposed in the commitments offered.
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This is a working document prepared for the facility of the reader. Only texts published in the Official Journal of the European Communities are authentic.